Rashmi Kumar
MYRIAD GENETICSAbout Rashmi Kumar
Independent director (Class III) at Myriad Genetics since 2020; age 55; currently serves as Senior Vice President and Chief Information Officer (CIO) at Medtronic plc. Background includes CIO roles at Hewlett Packard Enterprise (HPE; 2020–2022) and senior technology leadership across healthcare, utilities, automotive, and industrials; education: B.S. in Metallurgical Engineering (Bihar Institute of Technology, Sindri) and MBA (UC Irvine). Core credentials center on digital transformation, AI/ML, cybersecurity, enterprise IT, and healthcare technology operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett Packard Enterprise (HPE) | SVP & CIO – Global IT; previously VP Global IT | CIO: Jan 2020–Nov 2022; Joined HPE in 2018 | Led applications ops/support and large-scale transformation; enabled HPE business transformation goals |
| McKesson; Southern California Edison; Toyota; Tata Steel | CIO/CTO and senior technology roles | Not disclosed | Led digital transformation, cybersecurity, enterprise architecture; broad industry tech leadership |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Medtronic plc | Senior Vice President, Chief Information Officer | Not disclosed (current) | Global enterprise CIO for large-cap med-tech; healthcare IT expertise |
Board Governance
- Independence: Determined independent under Nasdaq rules; board has eight of nine independent directors, with an independent Chair and separated Chair/CEO roles .
- Committees: Audit & Finance Committee (AFC) member; Nominating & Governance Committee (NGC) member; not a committee chair. AFC Chair: Mark S. Davis; NGC Chair: Colleen F. Reitan .
- Risk oversight: AFC oversees financial reporting, internal controls, cash investment, compliance, and has primary oversight of cybersecurity; NGC oversees conflicts of interest, corporate governance, and related-person transactions .
- Attendance/engagement: Board met 10 times in 2024 (AFC 7; NGC 6); no director attended fewer than 75% of Board and committee meetings; all directors at the time attended the 2024 annual meeting .
- Term/tenure: Class III director with term ending at the 2026 annual meeting; director since 2020 .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard director retainer |
| AFC member fee | $13,500 | Non-chair member |
| NGC member fee | $10,000 | Non-chair member |
| Total cash paid (2024) | $83,500 | Matches policy (60k + 13.5k + 10k) |
Performance Compensation (Director)
| Award Type | Grant Date | Shares/Units | Grant-Date Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | 2024-06-06 | 15,695 | $349,999 | Vest on the earlier of one year of service or next annual meeting |
- Director pay mix: 2024 cash $83,500 vs. equity $349,999 (equity-heavy structure); values as disclosed support an equity-oriented mix .
- Equity policy: Annual non-employee director awards target ~$350,000 in RSUs; no additional meeting fees; equity vests on one-year/next AGM schedule .
Other Directorships & Interlocks
| Company | Public Company Board? | Role | Notes |
|---|---|---|---|
| — | None disclosed | — | Proxy lists no other public company boards for Kumar |
- Third‑party compensation arrangements: Company discloses no third‑party director or nominee compensation arrangements .
- Related‑party transactions: Company reports no related person transactions since Jan 1, 2024 (covers directors and immediate family/entities) .
Expertise & Qualifications
- Technology and cybersecurity leadership; enterprise digital transformation; AI/ML and data & analytics; healthcare industry technology exposure (Medtronic, McKesson) .
- Board capability matrix flags technology and healthcare industry expertise; leadership experience; public company governance exposure .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (Apr 8, 2025) | 77,392 shares |
| Unvested RSUs outstanding (as of Dec 31, 2024) | 15,695 RSUs (vest at earlier of one year of service or next AGM; for 2024 grants, this lot vests by/at the 2025 AGM) |
| Additional note on vest timing | 15,695 RSUs vest within 60 days of April 8, 2025 (per footnote) |
| Shares outstanding (for reference) | 92,171,423 (as of Apr 8, 2025) |
- Ownership guidelines: Directors must hold equity equal to 5x annual cash retainer within five years; time-vested RSUs count; must hold 50% of net shares until guideline met. Company states all directors and officers were in compliance as of Dec 31, 2024 or within phase‑in time .
- Hedging/pledging: Prohibited for directors; policy bans hedging, short sales, derivatives, and pledging/margin accounts .
Governance Assessment
Key positives
- Independent director with strong technology/cybersecurity background on AFC and NGC—well-aligned with board needs (financial oversight, cyber risk, governance/conflicts) .
- Solid engagement indicators: no director below 75% attendance; board and committee activity robust (10 Board; 7 AFC; 6 NGC in 2024) .
- Equity‑heavy director compensation and robust stock ownership guidelines promote alignment; anti‑hedging/pledging and clawback policies strengthen governance .
- Board independence and leadership structure (independent Chair, separated Chair/CEO); regular executive sessions .
Potential watch items
- Significant full‑time operating role (CIO at Medtronic) implies meaningful time commitments; however, MYGN limits on public board service and absence of other public directorships mitigate “overboarding” risk .
- No related‑party transactions disclosed; continue monitoring given senior role at a large med‑tech company for any supplier/customer interactions—NGC is charged with conflict oversight .
- Shareholder sentiment context: Say‑on‑Pay support was 95% in 2024, indicating generally supportive investors but continued vigilance warranted amid industry changes and pay decisions .
RED FLAGS: None identified in filings—no related-party transactions, no hedging/pledging, no attendance issues disclosed, no multiple public boards .
Director Compensation Policy Snapshot (Context)
| Element | Policy |
|---|---|
| Cash retainers | $60k board; committee chairs: AFC $28k, NGC $20k; members: AFC $13.5k, NGC $10k; Board Chair +$120k |
| Equity | ~$350k in RSUs annually; vest on one-year/next AGM; director annual equity cap $500k |
| Meeting fees | None; expense reimbursement permitted |
| Consultant use | CHCC reviews director pay with independent consultant to ensure competitiveness |
Board Effectiveness Signals to Investors
- Committee assignments align with expertise (technology leader on audit and governance); AFC’s explicit cyber oversight is a positive given sector risks .
- Ownership alignment and stringent trading/pledging prohibitions reduce misalignment risk; majority voting with resignation policy enhances accountability .
- No interlocks or related‑party exposures disclosed; NGC oversight of conflicts provides structural mitigation .
References
- Director biography, age, education, expertise and current role:
- Board/committee matrix, independence, leadership structure:
- Committee rosters and responsibilities; cybersecurity oversight:
- Meetings and attendance:
- Director compensation amounts and grant details:
- Director compensation policy/retainers:
- Stock ownership guidelines and compliance statement:
- Anti-hedging/pledging and clawback:
- Beneficial ownership and outstanding shares:
- Related-person transactions: none:
- Say-on-pay support: 95% in 2024: